Common use of Pooling Clause in Contracts

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shall

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of such transaction.

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, treatment then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of such transaction.

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the or any parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of such transaction.

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than at least two-thirds (2/3) of the number of directors of the entity surviving such transaction and the or any parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally unilaterially amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of 17 18 such transaction.

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallbe

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be 15 accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of such transaction.

Pooling. In the event that (A) the Company is party to a transaction which is otherwise intended to qualify for "pooling of interests" accounting treatment, (B) such transaction constitutes a Change in Control within the meaning of Section 15(G)(III) and (C) individuals who satisfy the requirements in clauses (i) and (ii) below constitute more than two-thirds (2/3) of the number of directors of the entity surviving such transaction and the parent thereof, if any: individuals who (i) immediately prior to such transaction constitute the Board and (ii) on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended, by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended then (a) this Agreement shall, to the extent practicable, be interpreted so as to permit such accounting treatment, and (b) to the extent that the application of clause (a) of this Section 12.2 does not preserve the availability of such accounting treatment, treatment then, to the extent that any provision or combination of provisions of the Agreement disqualifies the transaction as a "pooling" transaction (including, if applicable, the entire Agreement), the Board shall have the right, by sending written notice to the Executive prior to the Change in Control, to unilaterally amend (without the consent of the Executive) such provision or provisions if and to the extent went necessary (including declaring such provision or provisions to be null and void as of the date hereof) so that such transaction may be accounted for as a "pooling of interests." All determinations under this Section 12.2 shallshall be made by the Board prior to the Change in Control, based upon the advice of the accounting firm whose opinion with respect to "pooling of interests" is required as a condition to the consummation of such transaction.